Every contract your company signs with a software, professional services, or marketing vendor frequently includes a clause authorizing the vendor to use your name, logo, and distinctive signs on its website, press releases, case studies, and campaigns. The clause is not in red. It is in the "general terms" block of a digital order form, or in the body of the terms and conditions that nobody read before clicking "I Accept". Under Law 19,039 (Industrial Property Law) and Law 17,336 (Intellectual Property Law), that signature amounts to granting a real, free license with potentially broad scope over assets your company built over years.
What happened
There is no ruling or new rule triggering this alert. What there is, is a widespread contractual pattern that is rarely reviewed: vendors —SaaS, consultancies, agencies, platforms— insert brand-use clauses into their standard contracts with understandable marketing logic. They want to show who their clients are. The problem lies in the asymmetry: the vendor drafts the contract, the client signs it under operational urgency. The most common clauses take some of these forms:
- Authorization to use the client's name and logo in marketing materials, client lists, and press releases.
- Agreement to participate as a reference or testimonial.
- Authorization to publish a case study, subject only to prior notice (not approval).
Under current Chilean law, accepting these clauses without negotiating them implies granting a free license over assets protected by Law 19,039 as regards registered trademarks, and by Law 17,336 as regards logos and graphic pieces as artistic works. The license does not automatically expire when the contract ends if no survival clause with a defined term is included. The rule is simple: what is not expressly prohibited in the contract is understood to be authorized to the extent the text so provides.
What this can mean for your company
The most immediate risk is involuntary reputational association. If the vendor faces a crisis —data breach, regulatory sanction, serious labor complaint, fraud— your logo keeps appearing on its site and in its materials until there is a removal order. In the worst case, that association is public and reaches your own clients before you have time to react. There is another angle. Repeated use of your brand on the vendor's website may lead third parties to infer a partnership, endorsement, or business affiliation that does not exist. That weakens control over your brand and, in more serious scenarios, can open discussions about implied licenses or the owner's tolerance of the use. Law 19,039 protects the owner who acts, not the one who stays silent. The gray area lies in the degrees of use. It is not the same to appear in an internal client list —lower risk— as on the vendor's homepage, or in a paid LinkedIn campaign. The problem is that standard clauses do not distinguish: they authorize "marketing materials" without limiting channel, scope, or duration. What seems reasonable when signed by the commercial team can become a commitment that no one on the legal team would have accepted after reading the full text. Added to this is the loss of licensing opportunities. If your brand has enough value for a vendor to want to display it, it has enough value to be part of a brand licensing program with compensation. The clause signed for free today may close that door tomorrow or, at the very least, complicate the negotiation. Finally, when the vendor suffers an incident —a personal data breach, for example— your company may be exposed not only to reputational harm, but to direct costs: notices to data subjects required by Law 21,719, monitoring, possible claims before the Personal Data Protection Agency created by the same law, and class actions channeled through SERNAC. The link to the sanctioned vendor worsens the exposure.
What you can do
If your company signs contracts with vendors on a recurring basis —and practically all do—, the immediate risk lies in the active contracts that no one reviewed on that point. Three concrete actions:
- Audit the active contracts with the highest exposure. Identify the vendors whose reputational incident could affect you the most (personal data processors, platforms with access to customers, partners with visibility in your market) and review whether their contracts contain brand-use clauses. If they do and the vendor is already displaying your logo, request removal and negotiate the inclusion of a restrictive clause with prior approval and a defined removal period.
- Include an IP protection clause in new contracts. The text to negotiate should require prior, express, and written approval for each specific use; state that the authorization does not constitute a general license; set a maximum removal period —5 business days is the reasonable standard— upon client notice; and expressly state the clause's survival after the contract ends. The contractual penalty for breach, governed by arts. 1535 et seq. of the Civil Code, is the teeth that makes removal enforceable.
- Establish an internal brand-use authorization policy. Designate a responsible area —ideally Marketing together with Legal— to approve any brand use by third parties, keep a record of active authorizations, and conduct periodic reviews of materials published by relevant vendors. Without an internal policy, the same clause that Legal negotiates can be accepted by the commercial team in the next contract.
If you need to review your active vendor contracts for brand-use clauses, or incorporate IP protection into your standard contract template, schedule a diagnostic meeting with our team: https://calendar.app.google/f13cTubrP12uveuBA This content is informational and does not constitute legal advice for a specific case. Sources: Law 19,039 (Industrial Property); Law 17,336 (Intellectual Property); arts. 1535 et seq. of the Civil Code; Law 21,719 (Personal Data Protection).